<PAGE>






                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

[ X ] QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
      ACT OF 1934

     For the quarterly period ended June 30, 2000

                                       OR

[   ] TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
      ACT OF 1934

Commission file number 333-33194


                                STYLECLICK, INC.
                 ----------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                     13-4106745
-----------------------------------          -----------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
 incorporation or organization)

3861 Sepulveda Blvd., Culver City, CA                      90230
-----------------------------------          -----------------------------------
(Address of principal executive offices)                 (Zip Code)

                                 (310) 751-2100
                 ----------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 12, 13 or 15(d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  periods that the Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No
                                      ---  ---

The number of outstanding  shares of the registrant's  Common Stock as of August
14, 2000, was:

          Class A common stock                7,912,568
          Class B common stock               23,039,706
                                             ----------
                                             30,952,274
                                             ==========
<PAGE>
                          PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements
                                Styleclick, Inc.
                      Condensed Consolidated Balance Sheet
                        (in thousands, except share data)

<TABLE>
<CAPTION>
                                                     June 30,       December 31,
                                                       2000             1999
                                                   ------------     ------------
                                                   (Unaudited)
<S>                                               <C>              <C>
Assets
Current assets
   Cash and cash equivalents                       $         8      $         9
   Accounts receivable, net of allowance
     of $142 and $42, respectively                         176              679
   Inventory                                             9,783           11,319
   Prepaid assets                                          500              913
                                                   ------------     ------------
Total current assets                                    10,467           12,920
Property and equipment, net of
  accumulated depreciation of $8,902
  and $6,020, respectively                              10,329           15,121
Other assets                                                80               80
                                                   ------------     ------------
   Total assets                                    $    20,876      $    28,121
                                                   ============     ============

Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable                                $     1,748     $      2,876
   Accrued liabilities                                   6,088            8,736
   Due to USANi LLC                                          -              329
                                                   ------------     ------------
Total current liabilities                                7,836           11,941

Stockholders' equity:
   Preferred stock--$0.01 par value;
     authorized 25,000,000 shares, none
     issued and outstanding                                  -                -
   Class A common stock--$0.01 par value,
     authorized 150,000,000 shares, 184,497
     issued and outstanding, respectively                    2                2
   Class B common stock--$0.01 par value,
     authorized 112,500,000 shares, 20,346,103
     issued and outstanding, respectively                  203              203
   Additional paid in capital                          119,292          103,213
Accumulated deficit                                   (106,457)         (87,238)
                                                   ------------     ------------
Total stockholders' equity                              13,040           16,180
                                                   -----------------------------
Total liabilities and stockholders' equity         $    20,876      $    28,121
                                                   ============     ============

</TABLE>
    The accompanying notes are an integral part of these financial statements.

                                        1
<PAGE>
                                Styleclick, Inc.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                      Three Months              Six Months
                                      Ended June 30,          Ended June 30,
                                    2000        1999         2000        1999
                                  ---------   ---------    ---------   ---------
                                        (in thousands, except share data)
<S>                               <C>         <C>          <C>         <C>

Net revenues                      $  4,785    $  6,544     $ 10,326   $  12,877
Cost of sales                        5,250       6,812       10,588      12,576
                                  ---------   ---------    ---------   ---------
Gross profit (loss)                   (465)       (268)        (262)        301

Operating costs and expenses:
Selling and marketing                2,107       3,493        3,858       5,474
Product development costs            1,140       1,445        2,048       2,961
General and administrative           3,999       6,014        7,910       9,584
Write-off of capitalized software    2,260           -        2,260           -
Depreciation and amortization        1,383         533        2,882         930
                                  ---------   ---------    ---------   ---------
Total operating costs and expenses  10,889      11,485       18,958      18,949
                                  ---------   ---------    ---------   ---------
Operating loss                     (11,354)    (11,753)     (19,220)    (18,648)
Other income (expense), net              1           6            1          (2)
                                  ---------   ---------    ---------   ---------
Net loss                          $(11,353)   $(11,747)    $(19,219)   $(18,650)
                                  =========   =========    =========   =========

Basic and diluted loss per share  $  (0.55)   $  (0.57)    $  (0.94)   $  (0.91)
                                  =========   =========    =========   =========
Basic and diluted weighted average
 common share outstanding        20,460,110  20,460,110   20,460,110  20,460,110
                                 ==========  ==========   ==========  ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        2

<PAGE>
                                Styleclick, Inc.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               Six Months
                                                             Ended June 30,
                                                             (in thousands)
                                                           2000         1999
                                                       -----------   -----------
<S>                                                    <C>           <C>
Net loss                                               $  (19,219)   $  (18,650)

Adjustments to reconcile net loss
  to net cash used in operating activities:
     Depreciation and amortization                          2,882           930
     Write-off of capitalized software costs                2,260             -
     Changes in operating assets and liabilities:
       Accounts receivable                                    503           435
       Inventories                                          1,536        (1,889)
       Accounts payable                                    (1,128)          160
       Accrued liabilities                                 (2,648)        4,718
       Other, net                                             413          (580)
                                                       -----------   -----------
Net cash used in operating activities                     (15,401)      (14,876)

Cash flow from investing activities
Capital expenditures                                         (350)       (6,508)
                                                       -----------   -----------
Net cash used in investing activities                        (350)       (6,508)

Cash flow from financing activities
Capital contributed by USANi  LLC                          15,750        21,385
                                                       -----------   -----------
Net cash used in financing activities                      15,750        21,385

Net increase (decrease) in cash and cash equivalents           (1)            1
                                                       -----------   -----------
Cash and cash equivalents at beginning of period                9             3
                                                       -----------   -----------
Cash and cash equivalents at end of period             $        8    $        4
                                                       ===========   ===========
</TABLE>

                Supplemental disclosure of non-cash transactions

During the first six months ended  December 31,  2000 and 1999, the Company paid
no income taxes or interest.

    The accompanying notes are an integral part of these financial statements.

                                        3
<PAGE>
                                Styleclick, Inc.
                     Notes to Condensed Financial Statements

1. Organization and Basis of Presentation

Organization

The  Company  was  incorporated  in the State of Delaware on March 22, 2000 as a
subsidiary of USANi LLC, which is a subsidiary of USA Networks,  Inc.  ("USAi").
On July 27, 2000, USAi contributed  Internet Shopping Network LLC ("ISN") to the
Company in  conjunction  with the  acquisition  of  Styleclick.com,  Inc.  ("Old
Styleclick") by the Company.  The contribution and acquisition was structured as
a merger of ISN and Old Styleclick with separate,  wholly owned  subsidiaries of
the  Company.  The  contribution  of  ISN  by  USAi  was  accounted  for  in the
accompanying    financial    statements    in   a   manner    similar   to   the
pooling-of-interests  for business  combinations  due to the common ownership of
the Company and ISN. Accordingly, the assets and liabilities were transferred to
the Company at USANi LLC's  historical  cost and the  accompanying  consolidated
balance  sheets and  statements  of  operations  data reflect  ISN's  historical
balances and operations. On July 27, 2000, the Company completed its acquisition
of Styleclick.com, Inc. ("Old Styleclick"). See Note 2 for more information.

Weighted  average basic and diluted  shares  outstanding  and earnings per share
data is  presented  as if all  shares  issued  to USAi and its  subsidiaries  in
consideration  of the  contribution  of ISN  were  outstanding  for all  periods
presented.

Basis of Presentation

The interim Condensed Consolidated Financial Statements and Notes thereto of the
Company as of and for the three and six months ended June 30, 2000,  and for the
three  and  six  months  ended  June  30,  1999  do not  reflect  the  Company's
acquisition of Old Styleclick on July 27, 2000 and reflect only the consolidated
historical  financial  position and results of operations of ISN. Such Financial
Statements  and Notes thereto are  unaudited  and should be read in  conjunction
with the audited Internet  Shopping  Network LLC Financial  Statements and Notes
thereto for the twelve months ended December 31, 1999 presented in the Company's
Registration Statements on Form S-4.

In the opinion of the Company, all adjustments necessary for a fair presentation
of such Condensed  Consolidated  Financial  Statements have been included.  Such
adjustments  consist  of  normal  recurring  items.   Interim  results  are  not
necessarily  indicative  of  results  for a full  year.  The  interim  Condensed
Consolidated  Financial  Statements and Notes thereto are presented as permitted
by the Securities and Exchange Commission and do not contain certain information
included in the Company's audited  Consolidated  Financial  Statements and Notes
thereto.

                                       4

<PAGE>
                                Styleclick, Inc.
                     Notes to Condensed Financial Statements

2. Merger of Styleclick.com and ISN

On July 27,  2000,  USAi and its  subsidiaries  contributed  ISN to the Company,
which  contribution  was  structured  as a merger  of ISN  with a  wholly  owned
subsidiary of the Company.  USAi received 0.601 shares of the Company's  Class B
common  stock,  and the  other  ISN  unitholders  received  0.601  shares of the
Company's  Class A  common  stock,  for each ISN  unit  owned on that  date.  In
addition,  USAi invested  approximately  $40 million in cash and will contribute
$10  million  in  dedicated  media.   Following  approval  of  Old  Styleclick's
shareholders,  Old Styleclick was merged with the Company on July 27, 2000. Each
former Old Styleclick  shareholder  received one share of the Company's  Class A
common stock for each Old Styleclick share owned on that date.

Holders  of the  Class A common  stock  are  entitled  to one vote per share and
holders  of the Class B common  stock  are  entitled  to ten  votes  per  share.
Subsequent  to the  acquisition  of Old  Styleclick,  USAi and its  subsidiaries
control  approximately  96%  of the  outstanding  total  voting  power  and  are
effectively able to control the outcome of nearly all matters  submitted to vote
of the Company's shareholders.

Subsequent  to the  transactions,  the Company  owns and  operates  the combined
properties of Old Styleclick and ISN, which includes Old Styleclick's network of
branded  e-commerce  websites and ISN's First  Auction.com and  FirstJewelry.com
websites.

The  acquisition  of  Old  Styleclick  will  be  accounted  for  as  a  purchase
transaction;  accordingly  the value of the net assets acquired will be based on
their fair market value.  The excess of the acquisition cost over the net assets
acquired will  preliminarily be allocated to goodwill.  The results of operation
of Old  Styleclick  will be included in the results of operations of the Company
from the date of acquisition.

The following pro forma results of operations  have been prepared to give effect
to the merger of ISN and Old  Styleclick for the three and six months ended June
30, 2000 and 1999:
<TABLE>
<CAPTION>
                                            3 months               6 months
                                         ended June 30,         ended June 30,
                                         2000      1999         2000      1999
                                      --------   --------   --------   --------
<S>                                   <C>        <C>        <C>        <C>
Revenues                              $  5,279      7,119   $  12,071  $ 17,242

Net loss                              $(17,048)  $(16,078)  $ (30,856) $(23,966)

Basic and diluted earnings per share  $  (0.60)  $  (0.57)  $   (1.08) $  (0.84)

</TABLE>
3. Advances from USANi

Prior to the acquisition of Old  Styleclick,  USANi LLC provided funds as needed
to ISN  for  operations.  During  the  first  six  months  of  2000,  USANi  LLC
contributed  capital to ISN of $15.5  million to fund  operations.  In addition,
$0.3 million  which was funded by USANi LLC in prior  periods and reflected as a
liability was contributed by USANi LLC.

                                       5
<PAGE>
Item 2.   Management's  Discussion and Analysis of Financial Condition and
          Results of Operations

The  following  discussion  should  be read in  conjunction  with the  financial
statements  and the notes thereto  appearing  elsewhere in this Form 10-Q.  This
discussion   contains   forward-looking   statements   that  involve  risks  and
uncertainties.  Our actual results may differ  materially from those anticipated
in these forward-looking  statements as a result of certain factors,  including,
but not limited to, those set forth below and elsewhere in this Form 10-Q.

General

Internet  Shopping  Network ("ISN") is engaged in electronic  commerce  business
transacted  over the Internet  through its two  websites,  FirstAuction.com  and
FirstJewelry.com. FirstAuction.com was launched in June of 1997 and is an online
real time diversified auction retailer. FirstJewelry.com was launched in October
1999  and  is an  online  retailer  of  jewelry  offering  a  broad  merchandise
assortment across 9-10 categories with over 30 subcategories.

On July 27, 2000, ISN and Old Styleclick merged into the Company.  Following the
merger, the Company owns and operates the combined  properties of Old Styleclick
and  ISN,  which  include  ISN's  FirstAuction.com,   FirstJewelry.com  and  Old
Styleclick's network of branded e-commerce web sites.

The  acquisition  of  Old  Styleclick  will  be  accounted  for  as  a  purchase
transaction;  accordingly  the value of the Old Styleclick  net assets  acquired
will be based on their fair market  value.  The excess of the  acquisition  cost
over the net assets acquired will  preliminarily  be allocated to goodwill.  The
results of  operations  of Old  Styleclick  will be  included  in the results of
operations  of the Company  from the date of  acquisition,  July 27,  2000.  The
Company's  results  of  operations  described  in the  following  section do not
include Old Styleclick's results of operations.

Through Old  Styleclick and ISN, the Company will sell  merchandise  directly to
consumers  over the  Internet  and will  develop  and sell  services  that allow
companies to engage in electronic commerce over the Internet.  For example,  the
Company  will develop and manage  websites for its business  clients and provide
its business  clients with the  technological  platform to  distribute  products
through its  syndication  network.  The Company  will also  provide  merchandise
services,  fulfill  customer  orders and supply customer  services.  The Company
expects  that  more  than  75% of its  revenue  will  initially  come  from  the
businesses of ISN.  However,  this percentage is expected to decrease as revenue
from business  services  increases.  Depending on its ongoing  evaluation of the
prospects  of  its  operations,   including  alternative  uses  of  capital  and
resources, as well as general economic and industry conditions,  the Company may
decide  to reduce  the  marketing  costs  associated  with,  shift the focus of,
dispose  of or  substantially  reduce  its  interest  in  some  or all of  these
operations.  Any such actions may cause a decrease in the Company's  anticipated
revenue or net income.

The following  analysis  discusses  only ISN's results of operations  during the
mentioned periods.

Results of Operations

Comparison of Three Months Ended June 30, 2000 and 1999

Revenue and Gross Profit (Loss)

                                       6
<PAGE>
For the three  months  ended  June 30,  2000,  net  revenues  decreased  by $1.8
million,  or 27%,  compared to the three months ended June 30, 1999. The revenue
decrease  resulted  primarily  from the absence of  furniture  sales in the 2000
period (which was eliminated in the second half of 1999), the absence during the
2000  period a free  shipping  promotion  in the  second  quarter  of 1999  that
resulted in increased revenues, and decreased advertising during the 2000 period
as compared to the 1999  period.  Gross  profit  decreased  by $0.2  million due
primarily  to the $0.9  million  inventory  expense  to reduce  the value of the
inventory  to be  sold  through  alternative  distribution  channels,  including
liquidation and retail outlets.

Operating Costs and Expenses

For the three months ended June 30, 2000,  total operating costs and expenses of
$10.9  million  decreased by $0.6 million or 5%. The decrease of $1.4 million in
selling  and  marketing  reflected  reduced  advertising  spending  on the First
Auction site in anticipation of the re-launch planned for late 2000. General and
administrative  expenses were $2 million below the second quarter of 1999 due to
reduced  headcount  and  recruiting  expenses.  The Company  recorded a one-time
write-off  of  capitalized  software  costs  of  $2.3  million,  related  to  an
accounting  software  package and  electronic  data  interchange  software  that
management  determined  in the second  quarter of 2000 will not be  implemented.
Note  that  the  capitalized  software  products  were  not in use  and  have no
realizable value to Internet Shopping Network or Styleclick,  Inc.  Depreciation
and  amortization  expense is $0.9 million  greater than the same quarter in the
prior year due to hardware,  software and software development purchases made in
the second half of 1999,  primarily for the launch of the First Jewelry website.
In addition to the $2.3 million  write-off of  capitalized  software  costs,  $1
million related to  restructuring  costs incurred in the three months ended June
30, 2000 was also recorded as a one-time charge.

For the quarter ended June 30, 2000, net loss decreased by $0.1 million compared
to the quarter  ended June 30, 1999 due to decreased  operating  expenses  which
offset lower margins due to lower sales and the inventory write-off.

As a limited  liability  company,  ISN is not subject to federal or state income
taxes, but rather the LLC partners are responsible for taxes related to earnings
attributable to each partner.

In  conjunction  with  the  merger,  the  Company  changed  its  status  to  a C
Corporation and consequently will be subject to tax as a C Corporation. On a pro
forma basis,  the change in tax status has no significant  impact on the results
of the Company's operations.

Comparison of Six Months Ended June 30, 2000 and 1999

Revenue and Gross Loss

For the six months ended June 30, 2000, net revenues  decreased by $2.6 million,
or 20%,  compared to the six months ended June 30,  1999.  In the second half of
1999, the Company reduced computer,  consumer  electronic and furniture sales to
focus upon more  profitable home and accessories  categories.  As a result,  the
sales from the less  profitable  categories  were not yet fully  replaced in the
first half of 2000.

                                       7
<PAGE>
Operating Costs and Expenses

For the six months ended June 30, 2000,  total  operating  costs and expenses of
$19 million  were  consistent  with the prior year.  The decrease in selling and
marketing of $1.6 million was primarily due to reduced First Auction advertising
spending in the second  quarter in  anticipation  of a  re-launch  in the fourth
quarter.  Product  development  costs  decreased by $0.9 million due to software
development  for the First  Jewelry  website for the  preliminary  project stage
which were  expensed in the first  quarter of 1999.  General and  administrative
expenses  were $1.7  million  lower  than the  first  six  months of 1999 due to
reduced  headcount,  recruiting  expenses  and  travel  and  entertainment.  The
decreases were offset by the one-time write-off of capitalized software costs of
$2.3 million. Depreciation and amortization expense was $2.0 million higher than
the first six months of 1999 due to capital spending for hardware,  software and
software  development  primarily  related to the First Jewelry.com  website.  In
addition to the $2.3 million write-off of capitalized software costs, $1 million
related to restructuring costs incurred in the first six months of 2000 was also
recorded as a one-time charge.

For the six months ended June 30, 2000,  net loss  increased $0.6 million due to
lower sales,  the write-off of  inventory,  and software  development  expenses,
partially offset by lower operating costs.

As a limited  liability  company,  ISN is not subject to federal or state income
taxes, but rather the LLC partners are responsible for taxes related to earnings
attributable to each partner.

In  conjunction  with  the  merger,  the  Company  changed  its  status  to  a C
Corporation and consequently will be subject to tax as a C Corporation. On a pro
forma basis,  the change in tax status has no significant  impact on the results
of the Company's operations.

Liquidity and Capital Resources

Net cash used in operating activities was $15.4 million which primarily resulted
from the $19.2 million  operating loss and the $3.8 million payments made by the
Company on its accounts payable and accrued liabilities since December 31, 1999.
Such operating loss and cash payments were offset by two noncash  expense items:
depreciation  and  amortization  ($2.9  million) and  write-off of the Company's
capitalized software costs ($2.3 million).  Additionally, cash used in investing
activities for capital  expenditure  was $350,000 during the first six months of
2000. Finally, USAi made capital contributions of $15.8 million in the first six
months of 2000 to fund operations and the capital expenditures.

On July 27, 2000, in connection  with the merger of Old Styleclick and ISN, USAi
has  invested $40 million in cash and will  contribute  $10 million in dedicated
media. Further, the Company repaid to USAi approximately $10 million,  which was
previously  advanced to Old  Styleclick  under a bridge loan. The receipt of $40
million and the  repayment of the USAi bridge loan were  recorded  subsequent to
June 30, 2000 and were not  included  in the  Company's  condensed  consolidated
financial statements presented under "Item 1. Financial Statements."

The Company's  management  anticipates  that the combined cash on hand and media
value should be sufficient to fund the Company's  operating  activities  through
the first quarter of 2001. However, the Company does not anticipate that it will
be profitable nor generate positive cash flow through the first quarter of 2001.
Consequently,  the  Company  believes  that  it  will  be  necessary  to  obtain
additional  capital prior to April 2001.  The Company's  management  anticipates
that new  funding  will be  generated  by either the sale of  additional  common
stock,  exercise of media warrants by USAi or a combination of both.  Should the
Company be unable to generate  additional  capital  prior to that time it may be
necessary to reduce the level of its operations,  including  terminating certain
employees,  substantially  reducing  its  product  development  initiatives  and
cutting  back on its sales  and  marketing  efforts.  The  Company's  management
believes that taking such actions would seriously impair the long-term viability
and value of the Company.

                                       8
<PAGE>
Forward-Looking Information

Certain   statements   in  this  Section  and   elsewhere  in  this  report  are
forward-looking  in nature and  relate to trends and events  that may affect the
Company's future financial position and operating  results.  Such statements are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The terms "believe," "expect,"  "anticipate,"  "intend," and
"project"   and  similar   words  or   expressions   are  intended  to  identify
forward-looking  statements.  These statements speak only as of the date of this
report.  The  statements  are  based on  current  expectations,  are  inherently
uncertain,  are subject to risks,  and should be reviewed with  caution.  Actual
results and experience may differ materially from the forward-looking statements
as a result of many  factors,  including  changes in economic  conditions in the
markets  served by the  Company,  increasing  competition,  fluctuations  in raw
materials and energy prices, and other unanticipated  events and conditions.  It
is not possible to foresee or identify all such  factors.  The Company  makes no
commitment  to update any  forward-looking  statement  or to disclose any facts,
events,  or circumstances  after the date hereof that may affect the accuracy of
any forward-looking statement.

Item 3.   Quantitative and Qualitative Disclosure of Market Risk

          There have been no changes in reported  market  risks  since the
          Company's filing on Form S-4.

                                       9
<PAGE>
                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

          In February 1999, Internet Shopping Network LLC ("ISN") filed a demand
          for  arbitration  against  former ISN President Kirk Loevner under the
          terms of the  arbitration  provision in his employment  agreement.  In
          response,  Loevner filed a complaint against ISN in Superior Court for
          Santa Clara  County,  California.  The Superior  Court  decided not to
          enforce  the  arbitration   provision  of  Mr.  Loevner's   employment
          agreement,  and  the  court's  ruling  is  currently  on  appeal.  Mr.
          Loevner's  employment  with ISN  ceased in August  1998.  Mr.  Loevner
          alleges  that ISN  breached  his  employment  agreement  and its stock
          option plan. He is seeking  declaratory  relief that he did not breach
          his  employment  agreement  by accepting  employment  with his new and
          current employer FreeShop International,  Inc. and, consequently, that
          his options for 250,000 shares of ISN's predecessor, Internet Shopping
          Network, Inc. (with an exercise price of $1.75 per share) are entitled
          to vest. Additionally,  Mr. Loevner is seeking penalties and attorneys
          fees under the California Labor Code.

          In the ordinary  course of business,  ISN is engaged in various  other
          lawsuits.  In the opinion of management,  the ultimate  outcome of the
          various  lawsuits  should not have a material impact on the liquidity,
          results of operations or financial condition of ISN.

Item 2.   Changes in Securities and Use of Proceeds

          None.

Item 3.   Defaults Upon Senior Securities

          None.

Item 4.   Submission of Matters to a Vote of Security Holders

          None.

Item 5.   Other Information

          None.

                                    10
<PAGE>
                                    SIGNATURE

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                                Styleclick, Inc.


Date: August 14, 2000                        By: /s/ MAURIZIO VECCHIONE
                                                -----------------------------
                                                     Maurizio Vecchione
                                                     Chief Executive Officer

                                                 /s/ BARRY HALL
                                                -----------------------------
                                                     Barry Hall
                                                     Chief Financial Officer


                                       11
<PAGE>

                                  EXHIBIT INDEX


   Exhibit                                                     Sequentially
    Number                  Description                       Numbered Page

    27.1              Financial Data Schedule.1







-------------------------------
1 This exhibit is being filed electronically in the electronic format specified
  by EDGAR.

                                       12